**Exhibit 10.14****EXECUTION COPY**AMENDMENT NO. 2Dated as of January 31, 2007toCREDIT AGREEMENTDated as of July 1, 2005     THIS AMENDMENT NO. 2 (“Amendment”) is made as of January 31, 2007 (the “EffectiveDate”) by and among eFunds Corporation (the “Borrower”), the financial institutionslisted on the signature pages hereof (the “Lenders”) and JPMorgan Chase Bank, NationalAssociation, as Administrative Agent (the “Agent”), under that certain Credit Agreementdated as of July 1, 2005 by and among the Borrower, the Lenders and the Agent (as amended, the“Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shallhave the respective meanings given to them in the Credit Agreement.     WHEREAS, the Borrower has requested that certain modifications be made to the CreditAgreement;     WHEREAS, certain existing Lenders (the “Departing Lenders”) identified on thesignature pages hereof as Departing Lenders have decided to cease acting as Lenders and certainfinancial institutions have agreed to enter into the Credit Agreement as new Lenders;     WHEREAS, the Borrower, the Lenders party hereto and the Agent have agreed to amend the CreditAgreement on the terms and conditions set forth herein;     NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditionscontained herein, and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the Borrower, the Lenders party hereto and the Agent hereby agree to thefollowing amendments to the Credit Agreement.     1. Amendments to Credit Agreement. Effective as of the Effective Date but subject tothe satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement ishereby amended as follows:     (a) The Commitments of the Lenders are amended and restated as set forth on
 

 
Annex I hereto. Any new Lender signatory hereto which was not party to the Credit Agreementprior to the date hereof (each such Lender, a “New Lender”) shall be deemed to be a Lenderfor all purposes under the Credit Agreement and each Departing Lender shall cease to be a Lenderfor all purposes under the Credit Agreement. The Borrower hereby agrees to compensate each Lender(including each Departing Lender) for any and all losses, costs and expenses incurred by suchLender in connection with the sale and assignment of any Eurodollar Loans and the reallocationdescribed in Section 2(a) below, in each case on the terms and in the manner set forth in Section2.16 of the Credit Agreement.     (b) The definition of “Applicable Rate” appearing in Section 1.01 of the CreditAgreement is amended to (i) delete the reference to “Pricing Level IV” appearing in clause (i)thereof and substitute “Pricing Level V” in lieu thereof and (ii) delete the pricing grid appearingtherein and substitute the following pricing grid in lieu thereof:           Leverage   ABR EurodollarPricing Level: Ratio: Commitment Fee: Spread: Spread:Level I £0.75x 0.100% 0% 0.500%         Level II >0.75x but 0.125% 0% 0.625%  £1.25x               Level III >1.25x but 0.150% 0% 0.750%  £1.75x               Level IV >1.75 but £ 2.25 0.200% 0% 0.875%         Level V >2.25x 0.250% 0% 1.000%     (c) The definition of “Excluded Restricted Payments” appearing in Section 1.01 of theCredit Agreement is amended to delete the phrase “announced by the Borrower on February 23, 2005”and substitute in lieu thereof the phrase “commenced by the Borrower in 2007”.     (d) The definition of “Indian Bank Guarantees” appearing in Section 1.01 of the CreditAgreement is amended to delete the reference to “in an approximate Dollar Amount (calculated at thetime of issuance thereof) of $48,000,000” appearing therein.     (e) The definition of “Maturity Date” appearing in Section 1.01 of the CreditAgreement is amended to delete the references to “July 1, 2010” appearing therein and substitute“January 31, 2012” in lieu thereof.     (f) The definition of “Permitted Acquisition Amount” appearing in Section 1.01 of theCredit Agreement is amended to delete the phrase “(as so described)” and substitute in lieu thereofthe phrase “described in clause (3) of the definition of “Permitted Acquisitions”.     (g) Section 3.04 of the Credit Agreement is amended to delete the dates “December 31,2004” and “March 31, 2005” appearing therein and substitute in lieu thereof, respectively, thedates “December 31, 2005” and “September 30, 2006”.
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     (h) Section 6.01(e) of the Credit Agreement is amended to delete the reference to“$15,000,000” appearing therein and substitute “$25,000,000” in lieu thereof.
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     2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to theconditions precedent that (a) the Agent and the Lenders shall have administered the reallocation ofthe aggregate Revolving Credit Exposures among the Lenders such that after giving effect to theamendments to the Commitments pursuant hereto, each Lender’s Applicable Percentage of the aggregateRevolving Credit Exposures is equal to such Lender’s Applicable Percentage of the totalCommitments, and (b) the Agent shall have received (i) counterparts of this Amendment duly executedby the Borrower, each of the Lenders (including each Departing Lender and each New Lender) and theAgent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors,(ii) for the account of each Lender (other than a Departing Lender), an upfront fee in an amountequal to 0.025% of such Lender’s Commitment (after giving effect to the Amendment), (iii) paymentand/or reimbursement of the Agent’s reasonable fees and expenses (including, to the extentinvoiced, fees and expenses of counsel for the Agent) in connection with this Amendment and (iv) anopinion of counsel in form and substance reasonably acceptable to the Agent and such otherinstruments and documents as are reasonably requested by the Agent.     3. Representations and Warranties of the Borrower. The Borrower hereby represents andwarrants as follows:     (a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid andbinding obligations of the Borrower and are enforceable against the Borrower in accordance withtheir terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other lawsaffecting creditors’ rights generally and subject to general principles of equity, regardless ofwhether considered in a proceeding in equity or at law.     (b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Defaultshall have occurred and be continuing and (ii) the representations and warranties of the Borrowerset forth in the Credit Agreement, as amended hereby, are true and correct.     4. Reference to and Effect on the Credit Agreement.     (a) Upon the effectiveness hereof, each reference to the Credit Agreement in the CreditAgreement or any other Loan Document shall mean and be a reference to the Credit Agreement asamended hereby.     (b) Except as specifically amended above, the Credit Agreement and all other documents,instruments and agreements executed and/or delivered in connection therewith shall remain in fullforce and effect and are hereby ratified and confirmed.     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiverof any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provisionof the Credit Agreement or any other documents, instruments and agreements executed and/ordelivered in connection therewith.     5. Governing Law. This Amendment shall be governed by and construed in accordancewith the internal laws (including, without limitation, 735 ILCS Section 105/5-1 et seq, butotherwise without regard to the conflict of law provisions) of the State of Illinois, but givingeffect to federal laws applicable to national banks.
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     6. Headings. Section headings in this Amendment are included herein for convenienceof reference only and shall not constitute a part of this Amendment for any other purpose.     7. Counterparts. This Amendment may be executed by one or more of the parties heretoon any number of separate counterparts, and all of said counterparts taken together shall be deemedto constitute one and the same instrument.[Signature Pages Follow]
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     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first abovewritten.     eFUNDS CORPORATION,  as the Borrower     By: /s/ George W. Gresham  Name: George W. Gresham  Title: Chief Financial OfficerSignature Page to Amendment No. 2